PAYING

A.R. NO. 982402

R.C.

SIRAHMPERSAD EDUARD JHARAP, residing on the Kanastraat no. 8 in Paramaribo, for whom F. KRUISLAND LL.M., is acting as attorney;

petitioner in summary proceedings

STAATSOLIE MAATSCHAPPIJ SURINAME N.V. (State Oil Company), with its seat in Paramaribo and its office at the Ir. Adhinstraat (Flora, Industrieterrein no. 21), for whom J.KRAAG LL.M. and H.P. BOLDEWIJN LL.M. are acting as attorneys;

defendant in summary proceedings.

The Cantonal Judge has made pronouncement in this case, in the Name of the Republic, the sentence in summary proceedings being:

We, the Judge of the First Cantonal Court;

In view of the documents;

Having heard the parties;

Considering that the petitioner in the introductory petition in this court has demanded on grounds deemed inserted here:

that, by sentence in summary proceedings, the following be provisionally enforceable:

I. Primary:

The defendant shall be ordered to enable the petitioner, within one hour after pronouncement of the sentence to be given, in any case of the service of the writ thereof, in any case within a term to be determined by the Cantonal Judge, to carry out the function of Managing Director in accordance with the relevant legal and statutory regulations, and to refrain from every action which would prevent the plaintiff or would disturb this.

Subsidiary:

A. The decision of the General Meeting of Shareholders of the defendant of 4 June 1998, by which the plaintiff was dismissed as Managing Director of the defendant will be suspended, in any case the operation thereof shall be suspended until the court has made a definite pronouncement on the legitimacy of aforementioned decision.

B. The defendant shall be ordered, within one hour after pronouncement of the sentence to be made, in any case of the service of the writ thereof, in any case within a term to be determined by the Cantonal Judge, to enable the plaintiff to carry out the function of Managing Director in accordance with the relevant legal and statutory regulations, and to refrain from every action which would prevent the plaintiff or disturb such.

II. The defendant shall be sentenced, for each day and/or every time he does not adhere to the order given under sub I under primary or sub I under subsidiary sub B, to pay the plaintiff a penalty of Sf 5,000,000 (FIVE MILLION GUILDERS).

Costs to be determined by the court.

Considering that on the day the case was brought to court the parties, represented by their respective attorneys, the lawyers F. KRUISLAND LL.M., J. KRAAG LL.M., and H.P. BOLDEWIJN LL.M., appeared, during which session the plaintiff’s attorney concluded in accordance with the petition;

Considering that the attorneys of the parties, in the court sessions of 15 June and 22 June 1998, have elucidated their points of view, as is related in verbal notes drawn up by Us and deemed inserted here;

Considering that We thereupon determined that sentence would be pronounced on this date.

Considering that the urgent nature of the petition sufficiently appears from the underlying facts;

Considering that the plaintiff has primarily demanded under I of the petition that defendant be ordered within one hour of the sentence, in any case the service of the writ, in any case within a term to be determined by Us, that he – the plaintiff – be enabled to carry out the function of Managing Director in accordance with the relevant legal and statutory regulations, and that the defendant refrain from every action which would prevent him - plaintiff - from such or would disturb such;

and under II to sentence the defendant for every day and/or every time that he does not adhere to what was stated in sub I primary, or sub I under subsidiary sub B, to pay to the petitioner the penalty of Sf 5,000,000 (FIVE MILLION GUILDERS).

Considering that the plaintiff has underpinned his primary claim with, among other things, the fact that the relationship existing between him and the defendant is a labor contract as referred to in article 1613a of the Suriname Civil Code, concluded for an indefinite time; that pursuant to article 1 of the Decree on Dismissal Licenses the provisions thereof also apply; that pursuant to article 2 of the afore-mentioned decree therefore a license issued by the Minister of Labor was required to dismiss the plaintiff; that such a license was not granted; that the dismissal given to the plaintiff in pursuance of article 7 of the afore-mentioned decree is legally null and void;

Considering that it is legally recognized between the parties, on the one hand stated and on the other hand acknowledged, in any case that by law it is not argued or not argued with explanation, that the plaintiff, in accordance with article 109 of the Suriname Code of Commerce, was appointed for an indefinite period of time as Managing Director of the defendant in the certificate of incorporation of the defendant, passed on 13 December 1980 before the civil law notary R.S. Hirasing with his seat in Paramaribo; that said certificate of incorporation, which was later amended by private instrument dated 1 August 1987, also includes the articles of incorporation of the defendant; that afterwards his - the plaintiff’s - labor conditions as Managing Director were laid down in a private instrument, passed by the plaintiff and the defendant’s competent organ, the Board of Supervisory Directors, in pursuance of article 7 paragraph 3 of the afore-mentioned articles; that from this instrument it appears that a labor agreement as referred to in article 1613a of the Suriname Civil Code was concluded between the plaintiff and the defendant; that, pursuant to article 103 of the Suriname Code of Commerce, the management of the limited liability company, the latter being the defendant, is charged with the management of the company; that in practice and also in the defendant’s articles of incorporation (article 6) the management of the limited liability company is indicated as "management board" and the members thereof as "manager", a further indication of the function being possible as "Managing Director", "General Manager", "President", as was done in article 7 of the defendant’s articles of incorporation; that the plaintiff filled the position of "Managing Director" with the defendant’s company and as such, on the basis of article 7 paragraph 1 of the defendant’s articles of incorporation, he was also the chairman of the defendant’s management board;

Considering that it is recognized by law between the parties, in any case not argued with explanation, that the plaintiff, by a decision of the General Meeting of Shareholders of 4 June 1998 was dismissed with immediate effect, that is as per 4 June 1998, as Managing Director;

Considering that the afore-mentioned plaintiff, contesting said decision, has furthermore stated that it is non-existent, in any case null and void, and lacks every legal consequence, in any case that the above-mentioned decision is defeasible, among other things on the grounds of what has been stated above in the 14^th assertion of the facts laid down in the petition;

Considering that We shall, in this case, assume that the state of Suriname, legal entity, is the sole shareholder of the defendant, since the plaintiff has in no way been able to make plausible that the Stichting Planburo Suriname (National Planning Office of Suriname) is a co-shareholder of the defendant;

Considering that We have replied affirmatively to the question of whether the Decree on Dismissal Licenses, to which the plaintiff has explicitly appealed, should have been taken into account, since it appears from the labor agreement of 13 March 1987 between the plaintiff and the defendant, which is in the files of the case and is not disputed, that the plaintiff was working for wages and that he was therefore an employee in the services of the defendant and that this legal relationship with the defendant meant, among other things, that articles 1613a and further of the Suriname Civil Code were applicable, now that it appears that there were no deviations therefrom in accordance with the Suriname Code of Commerce;

Considering that the defendant in this case does not appear to have taken into account the provisions of article 3 paragraph 2 of the Decree E-39A (Bulletin of Acts and Decrees 1984 No. 102), which states: "If dismissal is granted for urgent reasons as referred to in article 1615p of the Civil Code, the employer is obliged to notify the Head of the Labor Inspection Office thereof within four days, stating the urgent reason:’

Considering that it has legally been determined between the parties, in any case it has not been contested or not contested with explanation, that the defendant has disregarded the afore-mentioned legal provision, in any case has not taken it into account, which he should have done;

Considering that the consequence of this omission is that the dismissal with immediate effect given to the plaintiff as Managing Director of the defendant on 4 June 1998 by decision of the General Meeting of Shareholders, which decision, as the plaintiff has rightly stated, is a decision of the defendant himself, is in violation of the law, that is, the afore-mentioned decree, and is legally void and lacks every legal consequence;

Considering that the plaintiff therefore remains Managing Director of the defendant;

Considering that We, in connection with the primary demands, note that the reply to the question of whether the employer is obliged to enable the employee to carry out the work which was agreed in the framework of the employer’s obligation described in article 1614ij of the Suriname Civil Code to behave as a "good employer", depends on the nature of the employment, the work agreed as well as special circumstances;

Considering that it appears to Us that the defendant has not brought forward legally relevant facts and circumstances which make it sufficiently acceptable to bring Us to the judgment that the plaintiff’s interest to enable him to carry out his function as Managing Director in accordance with the relevant legal and statutory regulations should, in this case, yield to the defendant’s interest in maintaining his point of view with respect to the policy to be conducted within his company or the policy conducted concerning the accelerated development or production increase as indicated in the 4^th "that" of the conclusion of reply, which has decidedly not been underpinned sufficiently with facts and moreover is incorrect in legal and statutory respect, it should be decided as stated in the provisions of this sentence, referring the defendant to bear the legal costs as being the party at fault;

Order the defendant, within one (1) hour after pronouncement is made, to enable the plaintiff to carry out his duties as Managing Director, in accordance with the relevant legal and statutory regulations, and to refrain from every act which would prevent the plaintiff from such or which would disturb such.

Sentence the defendant, for each day during which the above-mentioned order is not carried out, to pay to the petitioner a penalty of Sf 5,000,000 (FIVE MILLION GUILDERS) per day.

Declare this sentence provisionally enforceable at once and at all days and hours.

Refer the defendant to bear the legal costs of the plaintiff, estimated until this pronouncement to be Sf 7,781 (SEVEN THOUSAND SEVEN HUNDRED AND EIGHTY-ONE GUILDERS);

Refuse other or greater demands.

Thus decided and pronounced in a public session of the First Cantonal Court in Paramaribo on MONDAY, 29 JUNE 1998, by the Judge of the First Cantonal Court, J.R. VON NIESEWAND LL.M., in the presence of the acting Court Clerk, M. Pitti LL.M.

(signed) M. Pitti (signed) J.R. Von Niesewand

PLAINTIFF IN SUMMARY PROCEEDINGS, REPRESENTED BY M.I.VOS LL.M. ON HIS BEHALF, APPEARED IN COURT, AND THE DEFENDANT APPEARED, ASSISTED BY HIS ATTORNEY.

Issued as counterpart original to the attorney of the plaintiff in summary proceedings on this Monday, 29 June 1998.

The Court of the First Cantonal Court,

(signed) G.H. Karsters – de Rijp LL.M.

(signed)

D.E. Hew A Kee

Bailiff

For a true copy in accordance with the original.